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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
October 16, 2025
Cartesian Growth Corporation II
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
001-41378 |
N/A |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
|
505 Fifth Avenue, 15th Floor
New York, New York |
10017 |
| (Address of principal executive offices) |
(Zip Code) |
(212) 461-6363
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act: None.
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 8.01. Other Events.
On October 16, 2025, Cartesian
Growth Corporation II (the “Company”) entered into a non-binding Letter of Framework (the “Business Combination
Framework”) with PLXSUR Limited, an English private limited company (“PLXSUR”). The Business Combination
Framework details terms of a potential business combination transaction (the “Proposed Transaction”) between the Company
and PLXSUR, setting forth resolutions on material and substantive issues, and memorializing the parties’ progress and shared vision,
with respect to the Proposed Transaction.
While the Company believes
that it can consummate an initial business combination with PLXSUR, there is no guarantee that the Company will be able to enter into
a definitive business combination agreement with PLXSUR or, if such agreement is entered into, that it will be able to consummate a business
combination with PLXSUR by the Company’s termination date (which may be extended). Any such transaction would be subject to board
and stakeholder approval of both the Company and PLXSUR, regulatory approvals and other customary closing conditions.
The foregoing description
of the Business Combination Framework does not purport to be complete and is qualified in its entirety by reference to the text of the
Business Combination Framework, a copy of which is filed herewith as Exhibit 99.1 and incorporated by reference herein and made a part
hereof.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form
8-K contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
and the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements may relate to the Company’s initial
business combination and any other statements relating to future results, strategy and plans of the Company (including statements which
may be identified by the use of the words “plans”, “expects” or “does not expect”, “estimated”,
“is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”,
“anticipates” or “does not anticipate”, “targets”, “projects”, “contemplates”,
“predicts”, “potential”, “continue”, or “believes”, or variations of such words and phrases
or state that certain actions, events or results “may”, “could”, “would”, “should”, “might”,
“will” or “will be taken”, “occur” or “be achieved”).
Forward-looking statements
are based on the opinions and estimates of management of the Company as of the date such statements are made, and they are subject to
known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance
or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties
include, but are not limited to the occurrence of any event, change or other circumstances that could give rise to a delay in or the failure
to enter into a definitive agreement relating to, or the Company’s ability to close an initial business combination, including with
PLXSUR, and the financial performance of PLXSUR.
Additional information on
these and other factors that may cause actual results and the Company’s performance to differ materially is included in the Company’s
periodic reports filed with the SEC, including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended
December 31, 2024, including those factors described under the heading “Risk Factors” therein, and the Company’s
subsequent Quarterly Reports on Form 10-Q. Copies of the Company’s filings with the SEC are available publicly on the SEC’s
website at www.sec.gov or may be obtained by contacting the Company. Should one or more of these risks or uncertainties materialize, or
should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking
statements. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made.
These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligations to update or revise the
forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Additional Information and Where to Find It
On
October 8, 2025, the Company filed a preliminary proxy statement with the SEC in connection with its solicitation of proxies for its extraordinary
general meeting of shareholders. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT AND,
WHEN FILED, THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES WITH
THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain free copies of the preliminary proxy statement, the definitive proxy statement (including
any amendments or supplements thereto) and other documents filed with the SEC through the web site maintained by the SEC at www.sec.gov
or by directing a request to: Cartesian Growth Corporation II, 505 Fifth Avenue, 15th Floor, New York, New York 10017.
Participants in the Solicitation
The
Company and its respective directors and officers may be deemed to be participants in the solicitation of proxies from shareholders
in connection with its extraordinary general meeting of shareholders. Additional information regarding the identity of these potential
participants and their direct or indirect interests, by security holdings or otherwise, is set forth in the preliminary proxy statement
and, when filed, the definitive proxy statement. You may obtain free copies of these documents using the sources indicated above.
No Offer or Solicitation
This
Current Report on Form 8-K does not constitute a solicitation of a vote or a proxy, consent or authorization with respect to any securities.
This Current Report on Form 8-K also does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will
there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus
meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | |
Description |
| | |
|
| 99.1 | |
Letter of Framework, dated as of October
16, 2025 |
| 104 | |
Cover Page Interactive Data
File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
CARTESIAN GROWTH CORPORATION II
| By: |
/s/ Peter Yu |
|
| |
Name: |
Peter Yu |
|
| |
Title: |
Chief Executive Officer |
|
Date: October 17, 2025
